Gladiator is patrolling a sector of space when he is blasted by an unknown energy source; The Silver Surfer is relaxing on a paradise planet when he is attacked by Atlas and Minerva; After a swift battle, Atlas gives the Surfer a sob story and he leaves them in peace (little knowing that they plan to breed and begin a new race of super Kree); Morg catches up with Terrax and demands his axe back; Beta Ray Bill is also knocked out by a powerful mysterious ray and is taken to a formidable looking space fortress.